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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock | (1) | 07/01/2013 | C | 1,683,967 | (1) | (1) | Common Stock | 1,683,967 | $ 0 | 0 | I (2) (3) | By Longitude Venture Partners, L.P. (2) (3) | |||
Series A Preferred Stock | (1) | 07/01/2013 | C | 33,753 | (1) | (1) | Common Stock | 33,753 | $ 0 | 0 | I (2) (3) | By Longitude Capital Associates, L.P. (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Longitude Capital Partners, LLC 800 EL CAMINO REAL SUITE 220 MENLO PARK, CA 94025 |
X | |||
Longitude Capital Associates, L.P. 800 EL CAMINO REAL SUITE 220 MENLO PARK, CA 94025 |
X | |||
Longitude Venture Partners L.P. 800 EL CAMINO REAL SUITE 220 MENLO PARK, CA 94025 |
X | |||
Tammenoms Bakker Juliet 800 EL CAMINO REAL SUITE 220 MENLO PARK, CA 94025 |
X |
/s/ Longitude Capital Partners, LLC, by /s/ Patrick G. Enright, managing member | 07/01/2013 | |
**Signature of Reporting Person | Date | |
/s/ Longitude Capital Associates, L.P., by Longitude Capital Partners, LLC, general partner, by /s/ Patrick G. Enright, managing member | 07/01/2013 | |
**Signature of Reporting Person | Date | |
/s/ Longitude Venture Partners, L.P., by Longitude Capital Partners, LLC, general partner, by /s/ Patrick G. Enright, managing member | 07/01/2013 | |
**Signature of Reporting Person | Date | |
/s/ Juliet Tammenoms Bakker, managing member | 07/01/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Series A Preferred Stock was automatically converted into Common Stock on a 6.986-for-1 basis upon the closing of the Issuer's initial public offering without payment of further consideration and had no expiration date. |
(2) | This report is filed jointly by Longitude Capital Partners, LLC ("LCP"), Longitude Venture Partners, L.P. ("LVP"), Longitude Capital Associates, L.P. ("LCA") and Juliet Tammenoms Bakker ("Bakker"), all of whom share beneficial ownership of more than 10% of the capital stock of the Issuer. LVP is the record holder of 11,764,200 shares of Series A Preferred Stock, which will automatically convert into 1,683,967 shares of Common Stock upon the closing of the Issuer's initial public offering, and LCA is the record holder of 235,800 shares of Series A Preferred Stock, which will automatically convert into 33,753 shares of Common Stock upon the closing of the Issuer's initial public offering. LCP, as general partner of each of LVP and LCA, has the power to vote and dispose of securities held by each of them and may be deemed to have beneficial ownership of the shares owned by LVP and LCA. (Continued on Footnote 3.) |
(3) | Patrick G. Enright, who serves on the Board of Directors of the Issuer and files separate Section 16 filings relating to the Issuer, and Bakker are each managing members of LCP. Each of LCP and Bakker disclaims beneficial ownership of the securities of the Issuer held by LVP and LCA except to the extent of their respective pecuniary interest therein. |